Mawson Infrastructure Group (MIGI) Proxy Filing summary

Executive summary

• Endeavor Blockchain and affiliates, holding up to 48% of shares, are soliciting written consents to remove all current directors of the company without cause and restore bylaws to their 2013 form if amended during the solicitation.

• The solicitation is driven by concerns over catastrophic stock price decline, massive shareholder dilution, failed governance, and lack of management accountability.

• Endeavor claims the board has prioritized self-preservation over shareholder value, citing poor capital allocation, repeated strategic missteps, and adoption of a stockholder rights plan (poison pill).

• The group believes the company’s assets have significant untapped value and proposes new leadership to pursue opportunities in high-performance compute and AI.

Voting matters and shareholder proposals

• Proposal 1: Repeal any bylaw amendments not included in the 2013 bylaws to prevent the board from limiting shareholder rights during the solicitation.

• Proposal 2: Remove all current directors and any appointed after March 16, 2026, prior to the effectiveness of the resolution.

• Adoption of Proposal 1 requires 66% of outstanding shares; Proposal 2 requires a majority.

• Written consents must be delivered within 60 days of the earliest consent; abstentions and failures to consent count as votes against.

Board of directors and corporate governance

• The current board consists of three members: Ryan Costello, Steven Soles, and Kathryn Yingling Schellenger.

• Endeavor criticizes the board for lack of engagement, entrenchment tactics, and ineffective oversight, including the adoption of a poison pill.

• Leadership instability is highlighted, with two CEOs dismissed for cause and the company currently led by an interim CEO.

• Endeavor has identified independent candidates to serve if the board is reconstituted.